Chapter 29. FINAL PROVISIONS
Article 29.1. Integral Parts of this Agreement
The Annexes, Appendices, and footnotes to this Agreement constitute integral parts of this Agreement.
Article 29.2. Amendments
The Parties may agree, in writing, to amend this Agreement. An amendment shall enter into force after the Parties exchange written notifications certifying that they have completed their respective applicable legal requirements and procedures, on the date agreed by the Parties.
Article 29.3. Entry Into Force
Each Party shall notify the other Party, in writing, once it has completed its internal procedures required for the entry into force of this Agreement. This Agreement shall enter into force on the first day of the second month following the latter notification.
Article 29.4. Termination
This Agreement shall remain in force unless terminated by either Party by giving notice in writing to the other Party of its intention to terminate this Agreement. This Agreement shall terminate six months after the date of receipt of that notice.
Article 29.5. Authentic Texts
The English, French, and Spanish texts of this Agreement are equally authentic, except as otherwise provided in Annex 2-B (Tariff Commitments).
Conclusion
Attachments
Annex I.
Annex I Schedule of Canada
Introductory Notes
1. The Schedule of a Party to this Annex sets out, pursuant to Articles 15.18 (Investment – Non-Conforming Measures) and 16.7 (Cross-Border Trade in Services – Non-Conforming Measures), the specific sectors, subsectors or activities for which that Party may maintain existing measures that do not conform with obligations imposed by:
(a) Article 15.6 (Investment – National Treatment) or 16.3 (Cross-Border Trade in Services – National Treatment);
(b) Article 15.7 (Investment – Most-Favored-Nation Treatment) or 16.4 (Cross-Border Trade in Services – Most-Favored-Nation Treatment);
(c) Article 15.12 (Investment – Performance Requirements);
(d) Article 15.13 (Investment – Senior Management and Boards of Directors); or
(e) Article 16.5 (Cross-Border Trade in Services – Market Access).
2. Each Schedule entry sets out the following elements:
(a) Sector refers to the sector for which the entry is made;
(b) Sub-Sector, where referenced, refers to the specific subsector for which the entry is made;
(c) Obligations Concerned specifies the obligations referred to in
Article 15.18 (Investment – Non-Conforming Measures) and Article 16.7 (Cross-Border Trade in Services – Non-Conforming Measures) that do not apply to the listed measures;
(d) Level of Government indicates the level of government maintaining the listed measure(s);
(e) Description provides a general non-binding description of the measure for which the entry is made;
(f) Measures identifies the laws, regulations or other measures for which the entry is made. A measure cited in the Measures element:
(i) means the measure as amended, continued, or renewed as of the date of entry into force of this Agreement; and
(ii) includes any subordinate measure adopted or maintained under the authority of and consistent with the measure.
3. In the interpretation of an entry, all elements of the entry shall be considered. An entry shall be interpreted in light of the relevant provisions of the Chapters against which the entry is taken. To the extent that:
(a) the Measures element is qualified by a liberalization commitment from the Description element, the Measures element as so qualified prevails over all other elements; and
(b) the Measures element is not so qualified, the Measures element prevails over other elements, unless a discrepancy between the Measures element and the other elements considered in their totality is so substantial and material that it would be unreasonable to conclude that the Measures element prevails, in which case the other elements prevail to the extent of that discrepancy.
Reservation I-C-1
Sector: All Sectors
Sub-Sector:
Obligations Concerned: National Treatment (Article 15.6)
Performance Requirements (Article 15.12)
Senior Management and Boards of Directors (Article 15.13)
Level of Government: Central
Measures: Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.)
Investment Canada Regulations, SOR/85-611
Description: Investment
1. Except as set out in paragraphs 5 and 9, the Director of Investments will review a direct “acquisition of control”, as defined in the Investment Canada Act, of a Canadian business by a WTO investor if the value of the Canadian business is not less than CAD 1.326 billion, adjusted in accordance with the applicable methodology in January of each subsequent year, starting in 2025, as set out in the Investment Canada Act.
2. Notwithstanding the definition of “investor of a Party” in Article 15.1 (Investment – Definitions), only WTO investors or entities controlled by WTO investors as provided for in the Investment Canada Act may benefit from the CAD 1.326 billion threshold.
3. Except as set out in paragraphs 5 and 9, the Director of Investments will review a direct “acquisition of control”, as defined in the Investment Canada Act, of a Canadian business by a trade agreement investor if the value of the Canadian business is not less than CAD 1.989 billion, adjusted in accordance with the applicable methodology in January of each subsequent year, starting in 2025, as set out in the Investment Canada Act.
4. Notwithstanding the definition of “investor of a Party” in Article 15.1 (Investment – Definitions), only a trade agreement investor or an entity controlled by a trade agreement investor as provided for in the Investment Canada Act may benefit from the CAD 1.989 billion threshold.
5. The higher threshold in paragraphs 1 and 3 does not apply to a direct acquisition of control by a state-owned enterprise of a Canadian business. These acquisitions are subject to review by the Director of Investments if the value of the Canadian business is not less than CAD 528 million in 2024, adjusted in accordance with the applicable methodology in January of each subsequent year as set out in the Investment Canada Act.
6. An investment subject to review under the Investment Canada Act may not be implemented unless the Minister responsible for the Investment Canada Act advises the applicant that the investment is likely to be of net benefit to Canada. This determination is made in accordance with six factors described in the Investment Canada Act, summarized as follows:
(a) the effect of the investment on the level and nature of economic activity in Canada, including the effect: on employment; on the use of parts, components, and services produced in Canada; and on exports from Canada;
(b) the degree and significance of participation by Canadians in the investment;
(c) the effect of the investment on productivity, industrial efficiency, technological development, and product innovation in Canada;
(d) the effect of the investment on competition within an industry in Canada;
(e) the compatibility of the investment with national industrial, economic, and cultural policies, taking into consideration industrial, economic, and cultural policy objectives enunciated by the government or legislature of a province likely to be significantly affected by the investment; and
(f) the contribution of the investment to Canada’s ability to compete in world markets.
7. In making a net benefit determination, the Minister, through the Director of Investments, may review plans under which the applicant demonstrates the net benefit to Canada of the proposed acquisition. An applicant may also submit an undertaking to the Minister in connection with a proposed acquisition that is the subject of review. In the event of noncompliance with an undertaking by an applicant, the Minister may seek a court order directing compliance or any other remedy authorized under the Investment Canada Act.
8. A non-Canadian who establishes or acquires a Canadian business, other than those that are subject to review, must notify the Director of Investments.
9. The review thresholds set out in paragraphs 1, 3, and 5 do not apply to an acquisition of a cultural business, as defined in the Investment Canada Act. The review thresholds related to the acquisition of control of a Canadian cultural business are based on the value of total Canadian assets and are fixed by the Investment Canada Act at CAD 5 million for direct acquisitions and CAD 50 million for indirect acquisitions, respectively. All other investments by non-Canadians in the cultural sector, namely below threshold value acquisitions as well as establishments of a new Canadian cultural business, are subject to notification under the Investment Canada Act and are not reviewable unless ordered by the Governor in Council.
10. In addition, the specific acquisition or establishment of a new business in designated types of business activities relating to Canada’s cultural heritage or national identity, which are normally notifiable, may be subject to review if the Governor in Council authorises a review in the public interest.
11. An indirect “acquisition of control” of a Canadian business by an investor of Ecuador, other than a cultural business, is not reviewable.
12. Notwithstanding Article 15.12 (Investment – Performance Requirements), Canada may impose requirements or enforce a commitment or undertaking in connection with the establishment, acquisition, expansion, conduct, operation, or management of an investment of an investor of Ecuador or of a non-Party for the transfer of technology, production process, or other proprietary knowledge to a national or enterprise, affiliated to the transferor, in Canada in connection with the review of an acquisition of an investment under the Investment Canada Act.
13. Except for requirements, commitments, or undertakings relating to technology transfer as set out in paragraph 12 of this entry, Article 15.12 (Investment – Performance Requirements) applies to requirements, commitments, or undertakings imposed or enforced under the Investment Canada Act.
14. For the purposes of this entry:
(a) a non-Canadian means an individual, government or agency thereof, or an entity that is not Canadian; and
(b) Canadian means a Canadian citizen or permanent resident, a government in Canada or agency thereof, or a Canadian-controlled entity as described in the Investment Canada Act.
Reservation I-C-2
Sector: All Sectors
Sub-Sector:
Obligations Concerned: National Treatment (Article 15.6)
Senior Management and Boards of Directors (Article 15.13)
Level of Government: Central
Measures: As set out in the Description element.
Description: Investment
1. Canada, or a province or territory of Canada, when selling or disposing of its equity interests in, or the assets of, an existing government enterprise or an existing governmental entity, may prohibit or impose limitations on the ownership of these interests or assets and on the ability of owners of these interests or assets to control a resulting enterprise by investors of Ecuador or of a non-Party or their investments. With respect to a sale or other disposition, Canada, or a province or territory of Canada, may adopt or maintain a measure relating to the nationality of senior management or members of the board of directors.
2. For the purposes of this entry:
(a) a measure maintained or adopted after the date of entry into force of this Agreement that, at the time of sale or other disposition, prohibits or imposes a limitation on the ownership of equity interests or assets or imposes a nationality requirement described in this entry is an existing measure; and
(b) government enterprise means an enterprise owned or controlled through ownership interests by Canada, or a province or territory of Canada, and includes an enterprise established after the date of entry into force of this Agreement solely for the purposes of selling or disposing of equity interests in, or the assets of, an existing state enterprise or governmental entity.
Reservation I-C-3
Sector: All Sectors
Sub-Sector:
Obligations Concerned: National Treatment (Article 15.6)
Level of Government: Central
Measures: Canada Business Corporations Act, R.S.C. 1985, c. C-44
Canada Business Corporations Regulations, 2001, SOR/2001-512
Canada Cooperatives Act, S.C. 1998, c. 1
Canada Cooperatives Regulations, SOR/99-256
Description: Investment
1. A corporation may place constraints on the issue, transfer, and ownership of shares in a federally incorporated corporation. The object of those constraints is to permit a corporation to meet Canadian ownership or control requirements, under certain laws set out in the Canada Business Corporations Regulations, 2001, in sectors where Canadian ownership or control is required as a condition to receive licences, permits, grants, payments, or other benefits. In order to maintain certain Canadian ownership levels, a corporation is permitted to sell shareholders’ shares without the consent of those shareholders, and to purchase its own shares on the open market.
2. The Canada Cooperatives Act provides that constraints may be placed on the issue or transfer of investment shares of a cooperative to persons not resident in Canada, to permit cooperatives to meet Canadian ownership requirements to obtain a licence to carry on a business, to become a publisher of a Canadian newspaper or periodical, or to acquire investment shares of a financial intermediary and in sectors where ownership or control is a required condition to receive licences, permits, grants, payments, and other benefits.
Where the ownership or control of investment shares would adversely affect the ability of a cooperative to maintain a level of Canadian ownership or control, the Canada Cooperatives Act provides for the limitation of the number of investment shares that may be owned or for the prohibition of the ownership of investment shares.
3. For the purposes of this entry, Canadian means “Canadian” as defined in the Canada Business Corporations Regulations, 2001 or in the Canada Cooperatives Regulations.
Reservation I-C-4
Sector: All Sectors
Sub-Sector:
Obligations Concerned: National Treatment (Article 15.6)
Level of Government: Central
Measures: Agricultural and Recreational Land Ownership Act, R.S.A. 1980, c. A-9
Citizenship Act, R.S.C. 1985, c. C-29
Foreign Ownership of Land Regulations, SOR/79-416
Description: Investment
1. The Foreign Ownership of Land Regulations are made pursuant to the Citizenship Act and the Agricultural and Recreational Land Ownership Act. In Alberta, an ineligible person or foreign-owned or controlled corporation may only hold an interest in controlled land consisting of a maximum of two parcels containing, in the aggregate, a maximum of 20 acres.
2. For the purposes of this entry:
(a) ineligible person means:
(i) a natural person who is not a Canadian citizen or permanent resident;
(ii) a foreign government or agency thereof; or
(iii) a corporation incorporated in a country other than Canada; and
(b) controlled land means land in Alberta but does not include:
(i) land of the Crown in right of Alberta;
(ii) land within a city, town, new town, village, or summer village; and
(iii) mines or minerals.
Reservation I-C-5
Sector: All Sectors
Sub-Sector:
Obligations Concerned: National Treatment (Article 15.6)
Level of Government: Central
Measures: Canadian Arsenals Limited Divestiture Authorization Act, S.C. 1986, c. 20
Eldorado Nuclear Limited Reorganization and Divestiture Act, S.C. 1988, c. 41
Nordion and Theratronics Divestiture Authorization Act, S.C. 1990, c. 4
Description: Investment
1. A “non-resident” or “non-residents” may not own more than a specified percentage of the voting shares of the corporation to which each Act applies.
For some companies the restrictions apply to individual shareholders, while for others the restrictions may apply in the aggregate. If there are limits on the percentage that an individual Canadian investor can own, these limits also apply to non-residents. The restrictions are as follows:
(a) Cameco Limited (formerly Eldorado Nuclear Limited): 15 percent per non-resident natural person, 25 percent in the aggregate;
(b) Nordion International Inc.: 25 percent in the aggregate;
(c) Theratronics International Limited: 49 percent in the aggregate; and
(d) Canadian Arsenals Limited: 25 percent in the aggregate.
2. For the purposes of this entry, non-resident includes:
(a) a natural person who is not a Canadian citizen and not ordinarily resident in Canada;
(b) a corporation incorporated, formed, or otherwise organized outside Canada;
(c) the government of a foreign State or a political subdivision of a government of a foreign State, or a person empowered to perform a function or duty on behalf of that government;
(d) a corporation that is controlled directly or indirectly by a person or an entity referred to in subparagraphs (a) through (c);
(e) a trust:
(i) established by a person or an entity referred to in subparagraphs (b) through (d), other than a trust for the administration of a pension fund for the benefit of natural persons the majority of whom are resident in Canada; or
(ii) in which a person or an entity referred to in subparagraphs (a) through (d) has more than 50 percent of the beneficial interest; and
(f) a corporation that is controlled directly or indirectly by a trust referred to in subparagraph (e).
Reservation I-C-6
Sector: All Sectors
Sub-Sector:
Obligations Concerned: National Treatment (Article 16.3)
Level of Government: Central
Measure: Export and Import Permits Act, R.S.C. 1985, c. E-19
Description: Cross-Border Trade in Services